QuantumVerse Software Inc., Terms of Use

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT” OR “TERMS OF SERVICE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY QUANTUMVERSE SOFTWARE, Inc. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITES AND THE SERVICE (EACH AS DEFINED BELOW). BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Definitions

“Service” or “service” means the Hummingbird Share application service that allows you to share, discover and find expertise, as currently offered via hummingbirdshare.com

“Customer” means the user of the service that uses an acceptable email address to sign up for the service

“Organization” or “tenant” means a collection of customers that work together and have elected to share content with each other by using the Service

“Company” or “company” means QuantumVerse Software, Inc. Contact information is provided at the end of this Terms of Agreement

“Site” or “Sites” means websites operated by the company that are made accessible to Customer under this Agreement

“Customer Data” means all information, data and other content provided by Customer in connection with its authorized use of the Service

“User Content” means videos, documents, comments, ratings that is uploaded or shared by Customer in connection with its authorized use of the Service

“Tenant Administrator” means a person in your organization who seeks and is provided the capability to manage content uploaded by users in your organization

By accessing this site and by signing up and clicking the button “Start your experience”, you agree to these Terms of Use, and any other items set forth in this document. If you do not agree to these terms, or if you are not at least 18 years old, do not click “agree,” and do not use QuantumVerse’s service.

Modification of Terms of Use

The company reserves the right to change the terms, conditions, and notices under which the service is offered. Company will provide you notice of changes to the Terms of Use by providing a notification for the User when he signs in the service.

With three exceptions, any changes to the Terms of Use will become effective no earlier than ten calendar days after they are posted. The exceptions: (1) if you are enrolled in a time-based subscription, the changes will become effective no earlier than 90 days; (2) any changes made either for legal reasons or that concern new functions of the service will be effective immediately; and (3) any changes to the Binding Arbitration section will be effective 30 calendar days after they are posted. Once you have received notice of the modifications, you will have 10 days in which you can review the modifications, and decide your action. If you are enrolled in an annual subscription, you will be subject to the 90-day notice period, during which time the version of the Terms of Use you last accepted will apply to you.

You understand and agree that your continued use of our service after the 10-day period will be treated as acceptance of the modified Terms of Use.

The Service

The Service provides a place for people to showcase their expertise and learn from others. We connect people seeking knowledge with those who can deliver expertise. We reserve the right to add or remove features available to our trial users. For a description of our service options go to https://hummingbirdshare.com.

User Content

You are solely responsible for the Content that you upload, record, publish and display on our Service. The content is owned by the user who posted it to the Service, although each user acknowledges that and consents that upon the introduction of a Tenant Administrator, all such User Content is the property of the organization to which the user belongs. In either case, QuantumVerse does not have, nor does it claim, any ownership rights in any User Content. If user uploads, publishes and displays content which is not originally created by the User, then it is the user’s responsibility to ensure that the copyright and publishing requirements from the original creator of the content are obeyed. QuantumVerse will not take any responsibility in case of any violations in this regard.

Fees/Payment

The company reserves the right to charge fees for future use of or access to this service. If the company decides to charge for services, such charges will be disclosed to you by prior notice via email attached to your account.

Service Reliability

The company strives to meet industry uptime standards, but we cannot guarantee that the service will be accessible and available at all times. For example, sometimes the video services may be inaccessible due to service maintenance, user error, or failures of our upstream providers beyond our control. If having a specific uptime guarantee is important to your business, please contact us for details.

From time to time, we may need to suspend the service for system upgrades and maintenance. Except in unusual cases, we will give 12 hours advance notice of any planned system downtime.

The company will not be liable for lost revenue due to the service being interrupted. We will work to restore services as quickly as we can, but we make no guarantees as to how quickly we will be able to restore services. Further, we may require action from you to restore service and you are requested to comply as quickly as possible.

Usage Rules

You agree to comply with these Terms of Use, including but not limited to the Usage Rules below.

You agree that you will not use the service for any use that is unlawful, or upload pornography or sexually explicit content, are racist or have hate content, use adware or spyware, rely on or generate artificial traffic or forced clicks, or use illegal peer-to-peer or file sharing activities either currently or in the future. You will not conduct email traffic in your portion of the service that violates applicable law.

You will not use the service for fraudulent purposes. This includes, but is not limited to affiliate cookie stuffing. All traffic sent through the service must originate from an organic click and not be forced.

You will not modify headers or IP addresses, when sending links to the service. This includes, but is not limited to, forging or spoofing request or client headers or IP addresses. You will not modify service URLs or parameters for fraudulent purposes.

You will not attempt to exploit our system or services in anyway including hacking or SQL injections.

You will not, directly or indirectly, decompile, disassemble or reverse engineer or attempt to discover the source code of, or facilitate, enable, cause, or allow any third party to decompile, disassemble or reverse engineer or attempt to discover the source code of, the Service.

You will not intentionally disrupt or impede any of our services or those of our clients.

You represent (and will ensure) that all required approvals for use of personal or proprietary information have been obtained.

Force Majeure Events

The Terms of Use shall not have been breached as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of nature, such as fires, earthquakes and other catastrophes, acts of civil or military authorities, downed nodes (outside of their control), civil disturbance, work stoppages, terrorism, zombie or alien attacks, wars and other unforeseeable events that are not the direct or indirect fault of either party (collectively, “Force Majeure Events”). In any such case, the affected party will use commercially reasonable efforts to work around the Force Majeure Event and mitigate any impacts of any delay or failure in performance or interruption of service. The delay or failure in performance or interruption of service must be without the fault or negligence of the party claiming excusable delay, and the party claiming excusable delay must promptly notify the other party of the delay.

DISCLAIMERS AND WARRANTY

The company does not guarantee an improvement in your revenue, commissions, orders, earnings, or conversion rate as a result of using our service or working with us.

The company has no control over advertisers, affiliate networks, or affiliate programs. Using our service does not mean that you have been admitted into any affiliate program or affiliate network. You can learn more about applying to the affiliate programs and affiliate networks that our service supports on our website.

Our service and our website are provided “as is” without any warranty of any kind, express or implied, and we disclaim all warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee or promise that our site or service will be secure, accurate, timely, error free, or will accomplish any particular results.

Using our service is at your own risk, is your responsibility, and you are solely responsible for any damages that are caused by you to us, yourself or any third party. The company is not responsible and disclaims any warranty for misuse of our site or service by any third party. It is your duty, and you are hereby advised that you should verify any and all information you provide to us for its integrity and accuracy since we are not liable for any omissions or other defects. The service collects and displays information regarding number of views of content, user rating of content and comments on the content. The service also provides the tenant administrator information regarding number of content, users that are using the service etc. The company is not liable for any decision, in whole or in part, that you make from using the above information analytics that we provide to you.

LIMITATION OF LIABILITY

Important: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUANTUMVERSE AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THIS IS SO WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. This remains the case even if we or any of our suppliers have been advised of the possibility of damages. This disclaimer includes, without limitation, damages for any of the following:

for the loss of use, data, or profits, in any way connected with the use or performance of our service;

for the delay or inability to use our service;

for the provision of or failure to provide services; or

for any information, software, products, services, and related graphics obtained through the use of our service.

This provision is not intended to disclaim liability for any intentional or grossly negligent conduct by QuantumVerse.

This limitation may not apply to you if your loss occurs in any of the states or jurisdictions that do not allow the exclusion or limitation of liability for consequential or incidental damages.

If you are dissatisfied with any portion of our service, with any products or services provided to you, or with any of these Terms of Use, your sole and exclusive remedy is to pursue an award through the dispute resolution procedures explained below. You must also discontinue using our service if you are dissatisfied with our service.

Important: The maximum liability QuantumVerse may have to you will be the amount subscription revenue QuantumVerse has made from your account within the relevant statute of limitation, plus fees that you paid to QuantumVerse, if any, within the relevant statute of limitations, unless that amount is increased by any relevant statutory multiplier or penalty.

Below you will find a Binding Arbitration section, which deals with the availability of damages. If there is any conflict between the above “Disclaimer Warranties” section on the one hand and the following Binding Arbitration section on the other hand, the Binding Arbitration section will govern.

For jurisdictions that restrict our ability to limit our liability: Notwithstanding any provision of these Terms of Use, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the greatest extent allowed by law.

If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, which says:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Explanation: Under section 1542, a general release, like the one you are agreeing to here, does not apply to cases in which

(1) a person does not know at the time of signing the release that he or she currently has a favorable claim they could make, and

(2) had he or she known it at the time, they might not have agreed to sign the release.

YOU ARE AGREEING THAT THIS SECTION, EVEN IF YOU ARE A CALIFORNIA RESIDENT, DOES NOT APPLY TO YOU. If you are a resident of some other State or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.

Indemnification

You agree that you will be responsible if any third party (someone other than you or QuantumVerse) makes any claim against QuantumVerse because of your use of our services. Specifically, you agree to release, indemnify and hold QuantumVerse and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorney fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to: (a) your use of the service, (b) any information you submit to QuantumVerse in conjunction with your use of the service, (c) taxes that you owe or are alleged that you owe, (d) your violation of these Terms of Use, or (e) your violation of any rights of another.

If you are a California resident, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, which says:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Explanation: Under section 1542, a general release, like the one you are agreeing to here, does not apply to cases in which

a person does not know at the time of signing the release that he or she currently has a favorable claim they could make, and

Had he or she known it at the time, they might not have agreed to sign the release.

YOU ARE AGREEING THAT THIS SECTION, EVEN IF YOU ARE A CALIFORNIA RESIDENT, DOES NOT APPLY TO YOU. If you are a resident of some other State or jurisdiction, you waive any similar or comparable statute or doctrine that might be in effect there.

QuantumVerse hereby grants to you, our client, a single, non-exclusive, non-transferable, revocable, non-sub licensable, royalty-free, and worldwide right and license to use the QuantumVerse service.

Trademarks

“QuantumVerse” and “QuantumVerse.com are trademarks. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms of Use or the service should be understood as in any way granting any license or right to use any of our trademarks displayed on the service. We may be willing to grant such rights in individual instances, but will always require prior written permission. All goodwill generated from the use of QuantumVerse’s trademarks is reserved for the use of QuantumVerse, exclusively.

Confidentiality

Neither party will use, copy, distribute, disseminate, broadcast, publish or otherwise share any of the other party’s Confidential Information (defined below) except as required to perform its obligations under these Terms of Use. “Confidential Information” means: (a) any information designated in writing by either party as “Confidential” or an equivalent designation; (b) information disclosed under circumstances that a reasonable person should know the information is confidential or proprietary, and (c) software, code, technology, specifications, client lists, methods, guidelines, interfaces (e.g. for dashboards). Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (a) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (b) rightfully received by the receiving party from a third party; or (c) required to be disclosed by law or by a governmental authority with legal jurisdiction.

As a condition of using our service, you agree not use the service, or use any Confidential Information acquired from us or our digital properties, to compete with us directly or indirectly or mimic and the look and feel of our service in your digital properties or those that you may be related.

You may announce to the public, press or any other third party your use of our service within your technology in a credited fashion.

Termination by QuantumVerse

QuantumVerse reserves the right, in its sole discretion, to modify, downgrade or terminate your access to the service at any time with notice.

Effect of Termination. Upon termination of the service, no new obligations under these Terms of Use may be created, but obligations that arose before termination that by their nature should continue, will continue (e.g., confidentiality covenant, indemnification obligations, payment obligations, disclaimers, liability limitations).

Data

We collect and use data, including Personal Identifying Information, Non-Personal Identifying Information, affiliate parameters that you provide to us in accordance with our Privacy Policy, the terms of which are listed in our site.

Language

All communications and notices to be made or given pursuant to these Terms of Use will be in the English language. In the event these Terms of Use are translated, the original English version will prevail.

Governing Law

These Terms of Use are governed by the laws of the State of Washington in the United States of America, without giving effect any conflict of law rules. You agree that venue for any dispute (litigation or arbitration) will be in Seattle, Washington, and hereby submit to the jurisdiction of the state and federal courts there.

Binding Arbitration and Waiver of Class Action

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Most client concerns can be resolved quickly and to the client’s satisfaction by emailing the QuantumVerse team at customerteam@QuantumVerse.com

If QuantumVerse has not been able to resolve a dispute it has with you after attempting to do so informally, including through mediation we each agree to resolve such dispute through binding arbitration or small claims court – instead of courts of general jurisdiction.

Arbitration Procedures

QuantumVerse and you agree that all disputes and claims between us will be settled by arbitration or in small claims court. This agreement to arbitrate (the “Arbitration Agreement”) is intended to be broadly interpreted. It includes, but is not limited to the following:

claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;

claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);

claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and

claims that may arise after the termination of the Terms of Use.

Although you may not bring a suit in a court other than small claims court, you may bring issues to the attention of federal, state, or local agencies, including, for example, the Federal Communications Commission or the Attorney General of your state. If the law allows, such agencies can seek relief against us on your behalf.

By entering into this Arbitration Agreement, you and QuantumVerse are each waiving the right to a trial by jury or to participate in a class action.

Because this document includes this Arbitration Agreement, making it a transaction in interstate commerce, it is governed by the Federal Arbitration Act.

This Arbitration Agreement will survive termination of the Terms of Use.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to QuantumVerse should be addressed to General Counsel C/O QuantumVerse Software, Inc., 8201 164th Ave NE, Redmond, WA, 98052 (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought (“Demand”). If QuantumVerse and you do not reach an agreement to resolve the claim within 60 calendar days after the Notice is received, you or QuantumVerse may commence an arbitration proceeding by filing an arbitration demand. During the arbitration, the amount of any settlement offer made by either QuantumVerse or you will not be disclosed to the arbitrator until after the arbitrator determines the amount you or QuantumVerse should receive.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) – known collectively as “the AAA Rules.” These rules may be as modified by this Arbitration Agreement; and they will be administered by the AAA. The AAA Rules are available at three sources: (1) online at adr.org; (2) by calling the AAA at 1-800-778-7879; or (3) by writing to the Notice Address.

The arbitrator will decide all issues, including the scope and enforceability of the Terms of Use, and arbitrability under the Arbitration Agreement.

Unless QuantumVerse and you agree otherwise, arbitration hearings will take place in a location reasonably convenient for both parties, with due consideration for their ability to travel and other similarly pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA.

If your claim is for $10,000 or less, we agree that you may choose from amongst these three ways of conducting the arbitration: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

The payment of these fees will be governed by the AAA rules.

This arbitrator may make rulings or resolve disputes as to the payment and reimbursement of fees and expenses. His may be done at any time during the proceeding. It also may be done upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also, without waiving any remedy under this Arbitration Agreement, may seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitration tribunal.

The arbitrator may award declaratory or injunctive relief only in favor of a single party and only to provide that party’s relief. You and QuantumVerse agree that each may bring claims against the other only as individuals; neither can become a plaintiff or class member in a class or representative proceeding. Unless both you and QuantumVerse agree otherwise, the arbitrator may not consolidate the claims of multiple persons. The arbitrator is not allowed to preside over any form of a representative or class proceeding. Any attempt to issue a class or representative award will exceed the arbitrator’s power.

Changes to the Arbitration Provision. QuantumVerse may, in the future, make changes to this Arbitration Agreement by providing you notice under the “Modification of these Terms of Use” provision above. We agree that should such a change be made while you are our customer, you may reject it by sending us written notice. The notice must be given within 30 calendar days of the notice of modification to the Notice Address provided above. By rejecting any future change, you are agreeing, in accordance with the language of this provision, that you will settle any dispute between us by arbitration. This remains in effect even if it seems to conflict with some other provision in these Terms of Use. Note: This paragraph does not apply if the change concerns only the Notice Address.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and QuantumVerse as a result of the Terms of Use or use of our service. The performance of the company under these Terms of Use is subject to existing laws and legal process. Nothing contained in these Terms of Use diminishes the right of the company to comply with governmental, court, and law enforcement requests or requirements relating either to your use of our service or to information supplied to QuantumVerse. If any part of these Terms of Use is determined to be invalid or unenforceable as a result of the above warranty disclaimers and liability limitations, – or as a result of any other legal requirements – then the invalid or unenforceable provision will be considered to have been replaced by whatever valid, enforceable provision most closely matches what the original provision was intending to accomplish. The remainder of these Terms of Use will continue in effect.

These Terms of Use, and the service options on our site constitute the entire agreement between you and QuantumVerse with respect to our service. It supersedes all prior or contemporary communications and proposals between us, whether electronic, oral, or written. You may not pass on to someone else any of your rights or obligations under these Terms of Use without the company’s written consent. The rights of the company under the Terms of Use may be transferred by the company to someone else. That right is not waived even if the company fails to enforce or exercise either any provision of the Terms of Use or any related right.

Unless otherwise stated, QuantumVerse may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on our service

A printed version either of this Agreement or of any notice sent in electronic form will be equally as admissible in legal proceedings relating to this Agreement as documents generated and maintained in printed form. All parties approve of this Agreement and all related documents having been written in English.

Questions? Concerns? Suggestions?

Please contact us at customerteam@QuantumVerse.com to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Service.